CODE
OF CONDUCT
Honesty
and Integrity
Our
business is based on mutual trust, honesty and integrity in all of our affairs,
both internally and externally. This philosophy must be respected at all times.
Each of us must be truthful in our business dealings with each other, and with
our auditors, legal counsel, regulators and loan review and compliance staffs.
Illegal, dishonest and fraudulent acts are grounds for termination. Making
false
statements or otherwise misleading internal or external auditors, attorneys,
regulators or loan review and compliance personnel is prohibited. You must
never
withhold or fail to communicate fully information that is requested in
connection with an appropriately authorized investigation or review. Any
concealment of information is a violation of your employment agreement, which
may result in termination of your employment with the Company and could
constitute a criminal act.
Protecting
Corporate Assets
You
are
responsible for safeguarding the assets of the Company. Company assets must
not
be used for personal benefit. The Company’s assets include, but is not limited
to, all of its properties, including intellectual properties, business
information, cash, and securities. Misappropriation of Company assets is a
violation of your employment agreement, which may result in termination of
your
employment with the Company and could constitute a criminal act.
Accuracy
of Company Records and Reports
The
Company is committed to maintaining records, data and information that are
accurate and complete so as to permit the Company to make timely and accurate
disclosures to its regulators and to its shareholders. You are personally
responsible for the integrity of the information, reports and records under
your
control. Records must be maintained in sufficient detail so as to reflect
accurately the Company’s transactions and activities. Our financial statements
must be prepared in accordance with generally accepted accounting principles
(“GAAP”) and fairly present, in all material respects, the financial condition
and results of the Company. To accomplish full, fair, and accurate reporting,
you must ensure that financial reports issued by the Company are timely,
accurate, understandable, and complete.
Compliance
With Laws
The
Company’s activities shall always be in full compliance with applicable laws and
regulations. When such laws or regulations are ambiguous or difficult to
interpret, you should seek advice from the Company’s outside legal counsel.
Conflicts
Of Interest
You
must
conduct
your
private, business, and personal activities in a manner that avoids conflict
with, or even the appearance of conflict with, your ability to act solely in
the
interests of the Company. A conflict of interest arises if you have interests
of
any nature that compromise your ability to act objectively and in the best
interests of the Company. Conflicts can arise directly or through your family
members or through business or other entities in which you or your family
members have an interest. At no time may you, on behalf of the Company, transact
personal business, the business of an immediate family member, or the business
of a for profit entity in which you or a member of your immediate family has
an
interest (other than an interest not exceeding 1% in a publicly traded company
(a “Permitted Public Company Interest”)), with the Company. In all such
situations, you must disqualify yourself from involvement with any transaction
or relationship between that person and the Company.
Business
Ventures with Customers
You
may
not enter into or participate with the Company’s customers in business ventures
without the approval of a majority of the Governance & Compliance Committee
of the Board.
Acting
as a Fiduciary
Officers
may not assume the responsibility of executor, administrator, trustee, guardian,
custodian, attorney-in-fact under a power of attorney, or any other fiduciary
capacity (except with respect to matters involving direct family relationships)
without the approval of a majority of the Governance & Compliance Committee
of the Board.
Company
Opportunities
You
must
not take for yourself any opportunity that belongs to the Company. Whenever
the
Company has been seeking a particular business opportunity, or the opportunity
has been offered to the Company, or the Company’s funds, facilities or personnel
have been used in developing the opportunity, that opportunity rightfully
belongs to the Company and not to its employees.
Investments
in Customers or Suppliers
Because
investments are an area in which conflicts of interest can very easily develop,
you should obtain prior approval from a majority of the Governance &
Compliance Committee of the Board before investing directly or indirectly in
the
business of a customer or supplier of the Company, other than a Permitted Public
Company Interest, as defined above. Under no circumstances should you acquire
an
equity interest in a company that is a customer or supplier at a price which
is
more favorable than the price offered to the general public. If you own a direct
or indirect interest in a business or other entity that becomes a customer
or
supplier, you should notify a majority of the Governance & Compliance
Committee of the Board of the Board as soon as the underlying facts are known
to
you.
Business
Expenses
You
must
have all business-related expenses approved by the Chairman of the Board of
Directors and the Chief Financial Officer of the Company. You must carefully
observe expense account regulations and guidelines. Falsification of an expense
account is considered to be a misappropriation of corporate funds and
constitutes grounds for dismissal.
Bequests
from Customers
You
may
not accept a bequest or legacy from a customer, unless the customer is your
immediate family member. However, there may be an occasional instance when
a
bequest from a non-relative customer is based upon a relationship other than
the
normal business relationship, which arises between you and a customer. In such
a
situation, full consideration by a majority of disinterested members of the
Governance & Compliance Committee of the Board, will be given to approving
receipt of the bequest.
Gifts
from Customers
You
shall
not solicit or accept for yourself, or for a third party, anything of value
in
return for, or in connection with, any business, service, or activity of the
Company. You shall not accept a gift in circumstances in which it could appear
that his or her business judgment was influenced by such gift. You shall not
allow an immediate family member or business associate to accept a gift,
services, loans or preferential treatment in exchange for a past, current,
or
future business relationship with the Company.
Disclosure
of Potential Conflicts of Interest
You
shall
immediately disclose to a majority of disinterested members of the Governance
& Compliance Committee of the Board all situations that possess a potential
for conflict of interest.
Political
Donations
You
are
prohibited from making any contribution to political candidates on behalf of
the
Company. You also may not make any contributions of anything of value in
connection with any federal, state or local candidate’s election. The Company
makes, and discloses fully, contributions in state and local elections for
the
purpose of supporting ballot propositions that are in the interests of the
Company and its several constituencies. Any proposal for political contributions
on behalf of the Company or a group of Company employees should be referred
for
approval to a majority of disinterested members of the Governance &
Compliance Committee of the Board.
Confidential
Information
You
shall
not use confidential and nonpublic information in any manner for personal
advantage or to provide advantage to others.
Insider
Trading
You
must
at all times comply with all laws and regulations concerning insider trading.
In
general, you are prohibited by applicable law from trading in the securities
of
any company while in possession of material, nonpublic information (also known
as “inside information”) regarding that company. This prohibition applies to the
Company’s securities as well as to the securities of other companies, including
the Company’s customers and suppliers, and to transactions for any account of
the Company, client account or personal account. It is also illegal to “tip” or
pass on inside information to any other person if you know or reasonably suspect
that the person receiving such information from you will misuse such information
by trading in securities or passing such information on further, even if you
do
not receive any monetary benefit.
Investment
Prudence
You
must
not use your position at the Company to obtain leverage with respect to any
investment, including investments in publicly traded securities, and should
not
accept preferential treatment of any kind based on your position with the
Company in connection with your investments.
Cross
- Selling Services/Tying Restrictions.
“Tying”
arrangements, whereby customers are required to purchase or provide one product
or service as a condition for another being made available, are unlawful in
certain instances. You should consult the Company’s outside legal counsel for
advice on tying restrictions. The Company prohibits any such unlawful
requirements.
Anti
- Competitive Practices.
The
Company is subject to complex laws (known as “antitrust laws”) designed to
preserve competition among enterprises and to protect consumers from unfair
business arrangements and practices. You should avoid discussion of
competitively sensitive topics, such as prices, pricing policies, costs and
marketing strategies (except as reasonably required by your job duties).
Anti
- Money Laundering Compliance.
Money
laundering is the process of converting illegal proceeds so that funds are
made
to appear legitimate, and it is not limited to cash transactions. The Company
is
obligated by law to join with governments, international organizations and
members of the financial services industry to help prevent money laundering.
You
must follow all of anti-money laundering policies and procedures.
Nondiscrimination.
The
Company endeavors to make all decisions responsibly, constructively and
equitably without bias as to race, color, creed, religion, national origin,
sex,
marital status, age, veteran’s status or membership in any other protected class
or receipt of public assistance. Failure to do so is against Company
policy.
Misleading
Statements.
You
should make every effort not to make false or misleading remarks about
suppliers, customers, or competitors, or their products and services.
Corporate
Gifts to Others.
You
must
use care in connection with gifts to others. If a gift could be viewed as
consideration for business, you should not make the gift.
Entertainment.
Legitimate
entertainment of reasonable value is an accepted practice to the extent that
it
meets all standards of ethical
business
conduct
and
involves no element of concealment.
Other
Remuneration.
In
the
conduct
of the
Company’s business, no bribes, kickbacks or similar remuneration or
consideration of any kind are to be given or offered to any individual or
organization for any reason whatsoever.
Equal
Employment Opportunity.
The
Company is an equal opportunity employer and expects and you are expected to
comply with all laws concerning discriminatory employment practices. Advancement
at the Company is based on talent and performance. In addition, retaliation
against individuals for raising claims of discrimination is prohibited.
Harassment
and Intimidation.
The
Company prohibits sexual or any other kind of harassment or intimidation by
any
employee or Director of the Company. Harassment, whether based on a person’s
race, gender, religion, national origin, disability, sexual orientation, or
socioeconomic status, is completely inconsistent with our tradition of providing
a respectful, professional workplace. You must never use company systems to
transmit or receive electronic images or text of a sexual nature or containing
ethnic slurs, racial epithets or any other material of a harassing.